JOHNSON CONTROLS INTERNATIONALPLC (NASDAQ:JCI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01Entry into a Material Definitive Agreement.

In connection with Johnson Controls Internationalplc’s (the
“Company”) previously announced offers to exchange all validly
tendered and accepted notes of certain series (the “existing
notes”) issued by Johnson Controls,Inc. (“JCIInc.”) or Tyco
International FinanceS.A. (“TIFSA”), as applicable, each of
which is a wholly owned subsidiary of the Company, for new notes
to be issued by the Company and the related solicitation of
consents to amend the indentures governing the existing notes
(the offers to exchange and the related consent solicitation
together the “exchange offers”), on December9, 2016, JCIInc.
and U.S. Bank National Association, a national banking
association, as trustee (the “JCIInc. Trustee”), entered into
that certain (i)Supplemental Indenture No.1 (the “2006
Supplemental Indenture”) in respect of the Indenture, dated as
of January17, 2006, between JCIInc. and the JCIInc. Trustee (the
“2006 Base Indenture”), (ii)Supplemental Indenture No.3 (the
“2009 Supplemental Indenture”) in respect of the Indenture,
dated as of March16, 2009, between JCIInc. and the JCIInc.
Trustee (the “2009 Base Indenture”) and (iii)Supplemental
Indenture No.1 (the “1995 Supplemental Indenture” and together
with the 2006 Supplemental Indenture and the 2009 Supplemental
Indenture, the “JCIInc. Supplemental Indentures”) in respect of
the Indenture, dated as of February22, 1995, between JCIInc. and
the JCIInc. Trustee (the “1995 Base Indenture” and together
with the 2006 Base Indenture and the 2009 Base Indenture, the
“JCIInc. Base Indentures”).

Also in connection with the exchange offers, on December9, 2016,
TIFSA and Deutsche Bank Trust Company Americas, a New York
banking corporation, as trustee (the “TIFSA Trustee”), entered
into that certain (i)Fourth Supplemental Indenture (the “Fourth
Supplemental Indenture”) in respect of the Indenture, dated as
of February25, 2015, between TIFSA and the TIFSA Trustee (the
“2015 Base Indenture”) and (ii)Sixth Supplemental Indenture
(the “Sixth Supplemental Indenture” and together with the
Fourth Supplemental Indenture , the “TIFSA Supplemental
Indentures”) in respect of the Indenture, dated as of January9,
2009, between TIFSA and the TIFSA Trustee (the “2009 Base
Indenture” and together with the 2015 Base Indenture, the
“TIFSA Base Indentures”).

The TIFSA Supplemental Indentures and the JCIInc. Supplemental
Indentures are collectively referred to as the “Supplemental
Indentures.” The TIFSA Base Indentures and the JCIInc. Base
Indentures are collectively referred to as the “Base
Indentures”

The Supplemental Indentures eliminate various covenants, event of
default provisions and other provisions under the Base Indentures
and existing notes, and, with respect to the existing notes
issued by TIFSA, release the guarantees by each of the Company
and Tyco Fire Security Finance S.C.A. of the due and punctual
payment of the principal of, premium, if any, and interest on,
such existing notes when and as the same shall become due and
payable under the applicable TIFSA Base Indenture (collectively,
the “Proposed Amendments”). The summaries of the Supplemental
Indentures do not purport to be complete and are qualified in
their entirety by reference to the full text of the Supplemental
Indentures, which are attached to this Current Report on Form8-K
as Exhibits4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and are
incorporated by reference into this Item1.01.

Each Supplemental Indenture became effective upon execution, and
as a result, holders of existing notes will not be able to revoke
properly delivered consents with respect to any series of
existing notes. The exchange offers commenced on November28, 2016
and will expire at 11:59p.m. New York City time on December23,
2016, unless extended (the “Expiration Date”), and the Proposed
Amendments are expected to become operative on or about the
second business day following the Expiration Date.

Item3.03.Material Modification to Rights of Security
Holders.

The description of the Supplemental Indentures contained under
Item1.01 above is incorporated by reference into this Item3.03.

Item8.01.Other Events.

On December12, 2016, the Company issued a press release
announcing the early tender results of the exchange offers as of
5:00p.m., New York City time, on December9, 2016. A copy of the
press release is attached hereto as Exhibit99.1 and is
incorporated by reference into this Item8.01.

Item9.01.Financial Statements and Exhibits.

(d)

Exhibits.

About JOHNSON CONTROLS INTERNATIONAL PLC (NASDAQ:JCI)



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